U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                            FORM 10-QSB SEC File No:
                                   33-14982-LA

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE TRANSITION PERIOD FROM               TO
                                                -------------    -----------

                          ANACONDA VENTURE CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


   California                                                 33-0897452
   ----------                                                 ----------
(State or other                                             (IRS Employer
jurisdiction of                                           Identification No.)
incorporation)

         19900 MacArthur Boulevard, Suite 660, Irvine, California 92612
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)


Company's telephone number, including area code:      (949) 851-9800
                                               ---------------------------------


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act  during  the past 12 months  (or such  shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.
                                                               [X] Yes    [ ] No

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date:

     5,000,000 Shares as of the date of this report.

Transitional Small Business Disclosure Format (check one):     [ ] Yes    [X] No

                                       1
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                          ANACONDA VENTURE CORPORATION

                 Form 10-QSB for the Quarter ended June 30, 2000

                                Table of Contents

                                                                            Page

PART 1 - FINANCIAL INFORMATION.................................................3
     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS FOR ANACONDA VENTURE CORPORATION............4
     CAUTION REGARDING FORWARD-LOOKING INFORMATION.............................4
     OVERVIEW OF THE COMPANY...................................................5

PART II - OTHER INFORMATION....................................................6
     ITEM 1 - LEGAL PROCEEDINGS................................................6
     ITEM 2 - CHANGES IN SECURITY..............................................6
     ITEM 3 - DEFAULTS ON SENIOR SECURITIES....................................6
     ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..............6
     ITEM 5 - OTHER INFORMATION................................................6
     ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K.................................7
     SIGNATURE.................................................................8

                                        2
<PAGE>

PART 1 - FINANCIAL INFORMATION

                          ANACONDA VENTURE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS

                                                               February 17, 2000
                                                    (Inception) to June 30, 2000

CASH FLOWS FROM OPERATING
ACTIVITIES:

Net loss                                                        $        (1,108)
     Adjustment to reconcile net loss to net cash
     used by operating activities
     Increase in accounts payable                                           750
     Capitalized expenses                                                   358

     Net cash used by operating activities                                    -


CASH FLOW FROM FINANCING
ACTIVITIES:

Proceeds from issuance of common stock                                    2,000

Net cash provided by financing activities                                 2,000

INCREASE IN CASH AND CASH
EQUIVALENTS                                                               2,000

CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD                                                           -

CASH AND CASH EQUIVALENTS - END OF
----------------------------------
PERIOD                                                           $        2,000
------

                                        3

<PAGE>



                          ANACONDA VENTURE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
                FOR THE PERIOD FROM FEBRUARY 17, 2000 (INCEPTION)
                                TO JUNE 30, 2000
<TABLE>
<CAPTION>
                                                                          DEFICIT
                                                                        ACCUMULATED
                                   COMMON STOCK       ADDITIONAL           DURING
                                     ISSUED            PAID-IN          DEVELOPMENT
                             SHARES         AMOUNT     CAPITAL             STAGE       TOTAL
                             ------         ------     -------             -----       -----
<S>                       <C>           <C>           <C>           <C>            <C>
Common Stock Issuance     5,000,000     $   2,000     $    --       $    --        $   2,000

Fair value of expenses
     contributed               --            --             358          --              358

Net loss for the period
     ended

     June 30, 2000             --            --            --          (1,108)        (1,108)
                          ---------     ---------     ---------     ---------      ---------

BALANCE

JUNE 30, 2000:            5,000,000     $   2,000     $     358     $  (1,108)     $   1,250
                          ---------     ---------     ---------     ---------      ---------
</TABLE>

PART 1 - ITEM 2

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS FOR ANACONDA VENTURE CORPORATION.

     The  following  discussion  of the  financial  conditions  and  results  of
operations  of the  Company  should be read in  conjunction  with the  financial
statements, including notes thereto, for the Company.

CAUTION REGARDING FORWARD-LOOKING INFORMATION
---------------------------------------------

             This quarterly report contains certain  forward-looking  statements
and  information  relating to the  Company  that are based on the beliefs of the
Company or management as well as assumptions  made by and information  currently
available to the Company or management.  When used in this  document,  the words
"anticipate,"   "believe,"   "estimate,"   "expect"  and  "intend"  and  similar
expressions,  as they relate to the Company or its  management,  are intended to
identify forward- looking  statements.  Such statements reflect the current view
of the  Company  regarding  future  events and are  subject  to  certain  risks,
uncertainties  and  assumptions,  including  the risks or  uncertainties  noted.
Should  one or more of  these  risks or  uncertainties  materialize,  or  should
underlying  assumption prove incorrect,  actual results may vary materially from
those described herein asanticipated, believed, estimated, expected or intended.
In each instance,  forward-looking  information should be considered in light of
the accompanying meaningful cautionary statements herein.

                                       4
<PAGE>

OVERVIEW OF THE COMPANY
-----------------------

         Anaconda  Venture  Corporation  (the  "Company")  was  incorporated  in
February  2000,  under the laws of the State of  California,  primarily  for the
purpose of acquiring or merging with a small to medium size company. The Company
currently has no operations,  revenue or activity. The Company filed a form 10SB
Registration Statement, which became effective on March 23, 2000.

Results of Operations

         As of June 30, 2000,  the Company is in the  development  stage and had
conducted minimal activities. Accordingly, the accompanying financial statements
should not be regarded as typical for normal  periods of  operation.  Additional
financing or restructuring will be required in order for the Company to complete
its  development  stage  activities.   Management  and  the  Company's  existing
shareholders  expect to have to  continue to  contribute  capital to support the
Company's operations until a merger or acquisition candidate is located.

         The Company had no operations  or revenues,  or  significant  assets or
liabilities since its inception in February 2000.

Three Months and Six Months Ended June 30, 2000,  Compared to Periods Ended June
30, 1999

         Revenue.  The  Company was  recently  formed and the Company was not in
existence  during the quarter or the six month period  ended June 30, 1999,  the
Company had no  revenues  for the quarter  ended June 30,  2000,  and has had no
revenues since  inception.  Similarly,  the Company had no cost of sales,  gross
profit or other  income  during the  period  ended  June 30,  2000,  or from its
inception. The Company's nominal operating expenses of less than $300 per months
have been paid by its shareholder.

Liquidity and Capital Resources

         As of June 30, 2000,  the Company had cash,  cash  equivalents  and net
working  capital  of  approximately  $500.  The  sole  source  of cash  has been
contributions  by  the  Company's  Shareholder.  The  Company  has  relied  upon
contributions  by its  shareholder  to fund its  operations  during the  periods
discussed.  The Company has not received any capital  contribution  in cash from
its Shareholder  since initial  contributions as set forth in the Company's Form
10SB dated March 23, 2000.

         The  Company  anticipates  that any need of  working  capital in future
periods will be limited and will be contributed by the Company's Shareholder.

                                        5
<PAGE>

         The Company believes that existing cash and cash equivalents, cash flow
from operations will be sufficient to meet the Company's  presently  anticipated
working capital needs for the next 3 months.  To the extent the Company uses its
cash  resources  for its  operations,  the  Company  will be  required to obtain
additional funds, if available,  through borrowings or equity financings.  There
can be no assurance that such capital will be available on acceptable  terms. If
the Company is unable to obtain sufficient financing,  it may be unable to fully
implement its growth strategy.

Material Changes in Operations

         The Company has not had any material  changes in  operations  since its
formation or the date of its Form 10 SB Registration Statement.

Year 2000 Compliance

         The Company has not experienced any Year 2000 complications.

PART II - OTHER INFORMATION

         ITEM 1 - LEGAL PROCEEDINGS

         None.

         ITEM 2 - CHANGES IN SECURITY

         None.

         ITEM 3 - DEFAULTS ON SENIOR SECURITIES

         None.

         ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

         ITEM 5 - OTHER INFORMATION

         SUBSEQUENT EVENTS - CHANGE OF CONTROL

         On August 16, 2000, the Company's shareholder entered into an agreement
to sell the  majority  of the  outstanding  shares of the  Company to  Solutions
Media,  Inc.  ("SMI").  SMI  may  elect  to  merge  the  Company  with  SMI in a
transaction in which either of SMI or the Company are the surviving entity.  The
agreement  contemplates a closing on or before August 20, 2000. The Company, its
shareholder and SMI contemplate  finalizing  more  comprehensive  reorganization
documents prior to the closing.

                                       6
<PAGE>

         SMI, which also operates Some Music, Inc. and EAT'M (Emerging Artists &
Talent in Music), is the developer and operator of a technology-driven marketing
system  for  marketing,  which it  believes  is  applicable  to any  product  or
product-line.   SMI  believes  it  leverages  the  power  of  the  Internet  and
longstanding  successful  marketing  methods with the SMI Engine,  a proprietary
technology   platform   based  on  its  "angle  of  vision"  data   distribution
architecture, to drive B2C & C2C transactions and interaction.

         SMI's subsidiary,  SpinRecords.com, the "Original Farm Label," believes
it is changing the way that  independent  artists break into the music scene and
providing established artists an alternative distribution channel.  Musicians no
longer have to go through  middlemen or wait to be discovered by that big label.
Through SpinRecords.com, artists can get their music out to a global audience of
fans and reap the rewards of their talents now, while receiving an unprecedented
60% of the revenues from sales of their CDs, digital  downloads and merchandise.
SpinRecords.com is dedicated to providing unmatched,  "artist-friendly" services
utilizing the technology and proprietary distribution and marketing model of its
parent company.

              All information concerning SMI has been provided to the Company by
SMI, without independent investigation by the Company.

              ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

              None.
                                       7
<PAGE>

                                   SIGNATURES
                                   ----------

              In  accordance  with the  requirements  of the  Exchange  Act, the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

June 30, 2000                                   ANACONDA VENTURE CORPORATION


                                                By:/s/Tim T. Chang
                                                -------------------
                                                Tim T. Chang, President

                                        8
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